Interim Results
Pathfinder Properties PLC
30 September 2003
30 September 2003
PATHFINDER PROPERTIES PLC
INTERIM STATEMENT
for the six months ended 30 June 2003
CHAIRMAN'S STATEMENT
Only three months have passed since I last reported on the affairs of the Group
regarding the accounts for the year ended 31 December 2002, but they have been a
busy three months and the Group continues to progress its announced development
plans to realise shareholder value.
I am pleased to announce that your Group is in the final stages of agreeing two
contracts for the sale of, respectively, 2.7 acres of cleared site and the
listed buildings at our site at Newark to specialist developers for
complementary projects conditional upon planning permission being obtained. The
base price on these contracts is £3.02 million. The balance of the site,
amounting to some 1.4 acres, adjacent to the Newark riverfront, is the most
valuable and is being retained by the Group for development as 112 apartments
and 3,000 sq ft of retail space. The Group has been advised that the residential
development value of the retained site substantially exceeds its book cost. We
have offers of finance for this development and, again subject to planning, we
would hope to start construction on site in the new year.
We have received a formal offer of finance, which is acceptable to the Group, to
fund phase 1 of River Quarter, Manchester, which would allow construction of
this £37 million end-value scheme to commence in Spring 2004, with the first
elements being released to the market at the same time.
Finally, the Group has completed the acquisition of a site in central Wetherby,
Yorkshire, for a mixed use scheme comprising 24 apartments and 13,400 sq ft of
retail and restaurant space. The Group is in discussion with potential funders
for a planned start on site in Spring 2004 and completion by Summer 2005. We are
already in discussion to lease the whole of the ground floor retail space to a
major high street retailer.
The interim financial statements for the six-month period ended 30 June 2003
record losses arising from the ongoing business that are inevitable given our
policy of writing off interest and management costs directly to the profit and
loss account during the early stages of development projects. The Group is not
proposing to pay an interim dividend this year. A decision on payment of a final
dividend will depend on the progress of the development programme.
The balance sheet changes in the period, other than the loss for the period,
principally reflect two transactions. First, it includes the exchange on the
Wetherby site, which had taken place at 30 June 2003 subject to certain
conditions, which have now been satisfied. Secondly, it shows the acquisition in
March 2003 of the remaining external 20% interest in Pathfinder (River Quay)
Limited in exchange for shares in Pathfinder Properties PLC and cash. The
recognised value of the assets acquired exceeded the consideration paid. This
completes our acquisition of the outstanding River Quay interests.
John Parry
Chairman
29 September 2003
CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the six months ended 30 June 2003
Notes 6 months to 6 months to Year to
30 June 2003 30 June 2002 31 Dec 2002
£'000 £'000 £'000
TURNOVER
Group and share
of joint
ventures 4 - 2,100 17,490
less share of
joint ventures - (2,100) (2,100)
-------- ------- --------
Group turnover - - 15,390
Cost of sales 35 (21) (13,980)
-------- ------- --------
Gross profit 35 (21) 1,410
Administrative
expenses (744) (739) (1,451)
-------- ------- --------
(709) (760) (41)
Other
operating
(expense)/income (73) 130 158
OPERATING (LOSS)/PROFIT
BEFORE SHARE -------- ------- --------
OF JOINT VENTURES (782) (630) 117
Share of
operating
profit in
joint ventures 5 417 352
-------- ------- --------
OPERATING
(LOSS)/PROFIT 4 (777) (213) 469
(Loss)/Profit
on sale of
investment
properties (4) - 66
-------- ------- --------
(781) (213) 535
Interest
receivable 114 107 263
Interest
payable (373) (388) (910)
-------- ------- --------
LOSS ON ORDINARY ACTIVITIES
BEFORE TAXATION (1,040) (494) (112)
Taxation Group 204 259 (296)
Joint 44 27 212
ventures -------- ------- --------
LOSS ON ORDINARY ACTIVITIES
AFTER TAXATION (792) (208) (196)
Equity minority
interests 5 8 93
LOSS ON ORDINARY
ACTIVITIES -------- ------- --------
ATTRIBUTABLE TO
MEMBERS (787) (200) (103)
Ordinary dividends - - (173)
-------- ------- --------
Loss for the
period
transferred to
reserves 7 (787) (200) (276)
======== ======= ========
Loss per share 11 (0.99p) (0.25p) (0.13p)
The operating loss/profit arises from the Group's continuing operations.
A statement of total recognised gains and losses for the period is
given in note 9.
CONSOLIDATED BALANCE SHEET
at 30 June 2003
Notes 30 June 2003 30 June 2002 31 Dec 2002
£'000 £'000 £'000
FIXED
ASSETS
Intangible fixed assets 18 622 142
Investment properties 8 47 32
Fixed assets - equipment, fixtures 16 - -
and fittings
Investment in joint
ventures
---------------------------------------
Share of gross 3,326 2,534 3,274
assets
Share of gross
liabilities (1,980) (1,888) (1,839)
Goodwill 51 - 51
---------------------------------------
1,397 646 1,486
Investment in own shares 1,861 2,345 2,729
Other Investments 152 152 152
-------- -------- -------
3,452 3,812 4,541
-------- -------- -------
CURRENT ASSETS
Work-in-progress 17,418 27,440 15,365
Debtors 5 937 884 913
Cash at bank 3,938 4,559 6,474
-------- -------- -------
22,293 32,883 22,752
CREDITORS:
Amounts
falling due
within one
year 6 (7,205) (9,947) (3,926)
-------- -------- -- -------
NET CURRENT
ASSETS 15,088 22,936 18,826
-------- -------- -------
TOTAL ASSETS
LESS CURRENT
LIABILITIES 18,540 26,748 23,367
CREDITORS: Amounts falling due after
more than one year
Bank and other loans (3,999) (10,440) (7,330)
PROVISIONS - (14) -
-------- -------- -------
14,541 16,294 16,037
MINORITY
INTERESTS (459) (1,164) (1,079)
-------- -------- -------
NET ASSETS 14,082 15,130 14,958
======== ======== ========
CAPITAL AND RESERVES
Called up
share capital 7,990 7,975 7,975
Share premium
account 1,962 1,946 1,946
Revaluation
reserve 193 527 431
Capital
reserve 2,494 2,494 2,494
Profit and
loss account 7 1,443 2,188 2,112
-------- -------- -------
EQUITY
SHAREHOLDERS'
FUNDS 8 14,082 15,130 14,958
======== ======== =======
Net assets per
share
attributable
to ordinary
shareholders 17.62p 18.97p 18.76p
CASH FLOW STATEMENT
for the six months ended
30 June 2003
Notes 6 months to 6 months to Year to
30 June 2003 30 June 2002 31 Dec 2002
£'000 £'000 £'000
NET CASH (OUTFLOW)/
INFLOW
FROM OPERATING 10 (1,232) (3,771) 10,804
ACTIVITIES -------- -------- --------
RETURNS ON INVESTMENTS AND
SERVICING
OF FINANCE
Interest
received 44 56 238
Interest paid (108) (207) (545)
-------- -------- --------
Net cash outflow from
returns on investments
and
servicing of finance (64) (151) (307)
-------- -------- --------
TAXATION
-------- -------- --------
Corporation tax paid - - (57)
-------- -------- --------
CAPITAL EXPENDITURE AND
FINANCIAL
INVESTMENT
Receipts from
sales of
investment
properties 20 - 81
Receipts from
joint ventures - 1,675 730
Acqusition of
other tangible
fixed assets (26) - -
Net cash (outflow)/inflow
from capital expenditure
-------- -------- --------
and financial (6) 1,675 811
investment -------- -------- --------
ACQUISITIONS AND
DISPOSALS
Acquisition of
minority
interests in
subsidiary (1,079) - -
Purchase of
subsidiary
undertaking - - (1,069)
Net cash
acquired with
subsidiary
undertaking - 1,702 1,702
-------- -------- --------
Net cash
(outflow)/inflow
from acquisitions
and disposals (1,079) 1,702 633
-------- -------- --------
EQUITY DIVIDENDS PAID
-------- -------- --------
Minority dividends paid (180) - -
-------- -------- --------
MANAGEMENT OF LIQUID
RESOURCES -------- -------- --------
Decrease/(Increase) in
treasury deposit
accounts 1,016 - (1,866)
-------- -------- --------
FINANCING
Debt due within a year:
Loans drawn down 5 726 726
Loans repaid - - (8,309)
Debt due in more than one
year:
Loans drawn down 20 1,861 2,800
Loans repaid - (2) (3,146)
-------- -------- --------
25 2,585 (7,929)
-------- -------- --------
(DECREASE)/INCREASE
IN CASH (1,520) 2,040 2,089
======== ======== ========
NOTES
for the six months ended 30 June 2003
1 BASIS
The figures shown for the six months to 30 June 2003 and 30 June 2002 are
unaudited and do not constitute statutory financial statements within the
meaning of the Companies Act 1985. The financial statements for the year ended
31 December 2002 have been reported on by the Company's auditors and delivered
to the Registrar of Companies. The report of the auditors was unqualified and
did not contain a statement under s.237 (2) or (3) of the Companies Act 1985.
2 ACCOUNTING POLICIES
The accounting policies adopted are consistent with those applied in the
previous year.
Investment properties are stated at valuation on 31 December 2002 or cost at the
date for acquisition, if later, together with the addition of costs of
enhancement works since that date where appropriate. Investment properties have
not been revalued at 30 June 2003. The investment in Pathfinder Properties PLC
held by a subsidiary of the Group has been revalued by the Directors at 30 June
2003 on the basis of the reported net asset value of the Group at that date.
3 ACQUISITION OF REMAINING INTERESTS IN PATHFINDER (RIVER QUAY) LIMITED
On 14 March 2003, the Group acquired the outstanding 20% interest in Pathfinder
(River Quay) Limited. Consideration for the acquisition amounted to £1,034,500
in cash and the transfer of 3,989,800 shares in Pathfinder Properties PLC owned
by the Group.
4 RESULTS FOR THE PERIOD
The Group's turnover and results arise principally from property development
activities. The acquisition of the remaining interests in Pathfinder (River
Quay) Limited have no effect on turnover or operating loss of the Group.
The loss for the period is
after taking into account:
6 months to 6 months to Year to
30 June 2003 30 June 2002 31 Dec 2002
£'000 £'000 £'000
Costs incurred in connection
with the settlement of legal
action and unwinding of
joint ventures - 111 111
Costs incurred in respect of
the tender offer by, and
Extraordinary General
Meeting called by,
Sunnyview Limited 122 - 39
========== ======= ========
5 DEBTORS
30 June 2003 30 June 2002 31 Dec 2002
£'000 £'000 £'000
Due within one
year 571 794 724
Due after one
year: deferred
tax 366 90 189
---------- ------- --------
937 884 913
========== ======== ========
6 CREDITORS DUE WITHIN ONE YEAR
30 June 2003 30 June 2002 31 Dec 2002
£'000 £'000 £'000
Bank loans and
overdrafts 2,942 4,907 -
Other
development
loans 565 3,079 1,328
Other
creditors and
accruals 3,698 1,961 2,598
---------- ------- --------
7,205 9,947 3,926
---------- ------- --------
7 PROFIT AND LOSS ACCOUNT
6 months to 6 months to Year to
30 June 2003 30 June 2002 31 Dec 2002
£'000 £'000 £'000
Brought
forward 2,112 2,388 2,388
Transfer from
revaluation
reserve 118 - -
Retained loss
for the period (787) (200) (276)
---------- ------- --------
Carried
forward at end
of period 1,443 2,188 2,112
========== ======== ========
8 SHAREHOLDERS' FUNDS
6 months to 6 months to Year to
30 June 2003 30 June 2002 31 Dec 2002
£'000 £'000 £'000
Loss for the
period (787) (200) (103)
Dividends - - (173)
Shares issued
in period 31 - -
Revaluation of
investment in
own shares (120) 527 431
---------- ------- --------
(876) 327 155
Brought
forward 14,958 14,803 14,803
---------- ------- --------
Carried
forward at end
of period 14,082 15,130 14,958
========== ======== ========
9 STATEMENT OF TOTAL RECOGNISED GAINS AND
LOSSES
6 months to 6 months to Year to
30 June 2003 30 June 2002 31 Dec 2002
£'000 £'000 £'000
Loss for the
period
attributable
to members (787) (200) (103)
Revaluation of
investment in
own shares (120) 527 431
---------- ------- --------
Total
recognised
gains and
losses
relating to
the period (907) 327 328
========== ======== ========
10 RECONCILATION OF OPERATING PROFIT TO OPERATING CASH FLOWS
6 months to 6 months to Year to
30 June 2003 30 June 2002 31 Dec 2002
£'000 £'000 £'000
Operating
(loss)/profit (777) (213) 469
Depreciation
and
amortisation
of goodwill 10 - 145
Share of
operating
profits in
joint ventures (5) (417) (352)
(Increase)/decrease
in work-in-progress (1,682) (1,718) 10,356
Decrease in
debtors 46 212 217
Increase/(decrease)
in creditors 1,176 (1,541) 63
Decrease in
other
provisions - (94) (94)
---------- ------- --------
(1,232) (3,771) 10,804
========== ======== ========
11 LOSS PER SHARE
The loss per ordinary share is based on the loss after taxation and minority
interests and on 79,812,478 (31 December 2002: 79,745,428) ordinary shares being
the weighted average number of ordinary shares in issue during the period. There
is no difference between earnings and fully diluted earnings per share.
DIRECTORS AND COMPANY
INFORMATION
Directors Company number
John Parry, Chairman 2578942 (England and Wales)
Malcolm Bacchus
George Heggie Registered office
Claire O'Connor 10 Dover Street
London W1S 4LQ
Secretary
Badger Hakim Secretaries Limited
A copy of this statement is being sent to all shareholders and further copies
may be obtained from the company by writing to Pathfinder Properties PLC,
Capital House, Michael Road, London SW6 2YH, from the FT Free Annual Reports
Service, details of which can be found in the Financial Times, or from the
Company's website at www.pathfinderplc.com.
For further information, contact:
John Parry, Chairman
Malcolm Bacchus, Director Telephone (020) 7736 9669
Jeremy Carey, Tavistock Communications Limited Telephone (020) 7920 3150
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